MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A. Corporate Taxpayers ID (CNPJ/MF) N 27.093.558/0001-15 Company Registry (NIRE) 33.3.

0028974-7 PUBLICLY-HELD COMPANY MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON FEBRUARY 28, 2012

DATE, TIME AND PLACE: Held on February 28, 2012, at 10:00 a.m., at the Companys headquarters, in the city of Rio de Janeiro, state of Rio de Janeiro, Avenida das Amricas, n. 500, bloco 14, loja 108, salas 207 e 208, Barra da Tijuca, Shopping Downtown. CALL NOTICE: Call notice was waived as all members of the Companys Board of Directors were present, in accordance with article 15, paragraph 2 of the Bylaws. ATTENDANCE: All the Board members attended the meeting: Andres Cristian Nacht, Elio Demier, Diego Jorge Bush, Nicolas Arthur Jacques Wollak, Pedro Henrique Chermont de Miranda, Pedro Sampaio Malan e Jorge Marques de Toledo Camargo. PRESIDING BOARD: Chairman: Mr. Andres Cristian Nacht, and Secretary Mr. Frederico tila Silva Neves. AGENDA: Increase the Companys capital stock, within the authorized capital limit, according to the Companys Bylaws, by means of the issuance of new common shares, due to the exercise of stock options, according to the Companys Stock Option Plan (1/2010), archived in the Companys headquarters ("Programa de Outorga de Opes"). RESOLUTIONS: The Board of Directors resolved by unanimous vote and without any restrictions to: 1. To approve, pursuant to article 5, second paragraph of the Companys Bylaws, the issuance of 339 (three hundred and thirty nine) common, book-entry shares, with no par value of the Company, within the authorized capital limit, at the issuance price of R$ 12,47 (twelve reais and forty seven cents) per share, amounting to R$ 4.227,33 (four thousand, two hundred and twenty seven reais and thirty three cents), in view of the exercise of stock option by a part of the beneficiaries of the Companys Stock Option Plan. 1.1 Pursuant to the abovementioned Companys Stock Option Plan, the capital increase is herein is fully subscribed and paid up by the beneficiaries, according to document rubricated by the board and archived on the Companys headquarters, under the terms of the Stock Option Program and in accordance with subscription forms signed and

delivered by their respective beneficiaries on the present date, and now archived on the Company's headquarters. 1.1.1 The above mentioned issued shares can only be traded by the beneficiaries after the subscription of such shares, under the terms of item 1.1 above. 2 According to article 171, paragraph three of the Brazilian Corporate Law, there are no preference rights to the Companys shareholders in the exercise of the stock option. 3 In view of the issuance of new shares of the Company, as described in items 1 and 1.1 above, the Companys capital stock increased R$ 4.227,33 (four thousand, two hundred and twenty seven reais and thirty three cents), from R$ 527.985.687,98 (five hundred and twenty seven million, nine hundred and eighty five thousand, six hundred and eighty seven reais and ninety eight cents), represented by 125.689.307 (one hundred and twenty five million, six hundred and eighty nine thousand, three hundred and seven) common, book-entry shares, with no par value, to R$ 527.989.915,31 (five hundred and twenty seven million, nine hundred and eighty nine thousand, nine hundred and fifteen reais and thirty one cents), represented by 125.689.646 (one hundred and twenty five million, six hundred and eighty nine thousand and six hundred and forty six) common, book-entry shares, with no par value. 3.1 Shares issued due to item 1 above are entitled to the same conditions in the payment of dividends and interest on shareholders equity that shall be distributed by the Company as of the present date. CLOSURE: There being no further business to discuss, the Chairman adjourned the meeting and the Minutes were drawn up, which were then read, approved and signed in the Companys records by all Board Members, the Chairman and the secretary.

Rio de Janeiro, February 28, 2012.

This is a free English translation of the Minutes drawn up in the Companys records. ____________________________ Frederico tila Silva Neves Secretary